UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Proofpoint, Inc.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
743424 10 3
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 97717P104 |
Page 2 |
1. |
NAMES OF REPORTING PERSONS
RRE Ventures GP III, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
2,158,406 | ||||
6. |
SHARED VOTING POWER
-0- | |||||
7. |
SOLE DISPOSITIVE POWER
2,158,406 | |||||
8. |
SHARED DISPOSITIVE POWER
-0- | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,158,406 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.77% 1 | |||||
12. | TYPE OF REPORTING PERSON
OO |
1 | The percent of class was calculated based on 31,887,245 shares of common stock issued and outstanding as of September 30, 2012, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2012. |
CUSIP No. 97717P104 |
Page 3 |
1. |
NAMES OF REPORTING PERSONS
RRE Ventures Fund III LDC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
172,449 | ||||
6. |
SHARED VOTING POWER
-0- | |||||
7. |
SOLE DISPOSITIVE POWER
172,449 | |||||
8. |
SHARED DISPOSITIVE POWER
-0- | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,449 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.54% 1 | |||||
12. | TYPE OF REPORTING PERSON
OO |
1 | The percent of class was calculated based on 31,887,245 shares of common stock issued and outstanding as of September 30, 2012, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2012. |
CUSIP No. 97717P104 |
Page 4 |
1. |
NAMES OF REPORTING PERSONS
RRE Ventures Fund GP III, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
172,449 | ||||
6. |
SHARED VOTING POWER
-0- | |||||
7. |
SOLE DISPOSITIVE POWER
172,449 | |||||
8. |
SHARED DISPOSITIVE POWER
-0- | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,449 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.54% 1 | |||||
12. | TYPE OF REPORTING PERSON
OO |
1 | The percent of class was calculated based on 31,887,245 shares of common stock issued and outstanding as of September 30, 2012, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2012. |
CUSIP No. 97717P104 |
Page 5 |
1. |
NAMES OF REPORTING PERSONS
RRE Ventures III-A, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
2,079,490 | ||||
6. |
SHARED VOTING POWER
-0- | |||||
7. |
SOLE DISPOSITIVE POWER
2,079,490 | |||||
8. |
SHARED DISPOSITIVE POWER
-0- | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,079,490 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.52% 1 | |||||
12. | TYPE OF REPORTING PERSON
PN |
1 | The percent of class was calculated based on 31,887,245 shares of common stock issued and outstanding as of September 30, 2012, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2012. |
CUSIP No. 97717P104 |
Page 6 |
1. |
NAMES OF REPORTING PERSONS
RRE Ventures III, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
78,916 | ||||
6. |
SHARED VOTING POWER
-0- | |||||
7. |
SOLE DISPOSITIVE POWER
78,916 | |||||
8. |
SHARED DISPOSITIVE POWER
-0- | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,916 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.25% 1 | |||||
12. | TYPE OF REPORTING PERSON
PN |
1 | The percent of class was calculated based on 31,887,245 shares of common stock issued and outstanding as of September 30, 2012, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2012. |
CUSIP No. 97717P104 |
Page 7 |
1. |
NAMES OF REPORTING PERSONS
RRE Ventures Fund III, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
172,449 | ||||
6. |
SHARED VOTING POWER
-0- | |||||
7. |
SOLE DISPOSITIVE POWER
172,449 | |||||
8. |
SHARED DISPOSITIVE POWER
-0- | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,449 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.54% 1 | |||||
12. | TYPE OF REPORTING PERSON
PN |
1 | The percent of class was calculated based on 31,887,245 shares of common stock issued and outstanding as of September 30, 2012, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2012. |
CUSIP No. 97717P104 |
Page 8 |
Item 1. | Issuer |
(a) | Name of Issuer: Proofpoint, Inc. (the Issuer) |
(b) | Address of Issuers Principal Executive Offices: |
892 Ross Drive
Sunnyvale, California 94089
Item 2. | Filing Person |
(a) (c) | Name of Persons Filing; Address; Citizenship: |
(i) | RRE Ventures GP III, LLC, a Delaware limited liability company (the General Partner); |
(ii) | RRE Ventures Fund III LDC, a Cayman Islands exempted limited duration company (the Cayman LDC); |
(iii) | RRE Ventures Fund GP III, L.P., a Cayman Islands limited partnership (the Cayman GP) |
(iv) | RRE Ventures III-A, L.P., a Delaware limited partnership; |
(v) | RRE Ventures III, L.P., a Delaware limited partnership; and |
(vi) | RRE Ventures Fund III, L.P.; a Cayman Islands limited partnership |
The address of the principal business office of each of the reporting persons are 130 East 59th Street, 17th Floor New York, New York 10022.
(d) | Title of Class of Securities: |
Common stock, $0.0001 par value per share, (the Common Stock)
(e) | CUSIP Number: 743424 10 3 |
Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
(a) | ¨ Broker or dealer registered under Section 15 of the Act; |
(b) | ¨ Bank as defined in Section 3(a)(6) of the Act; |
(c) | ¨ Insurance company as defined in Section 3(a)(19) of the Act; |
(d) | ¨ Investment company registered under Section 8 of the Investment Company Act of 1940; |
(e) | ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) | ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
(j) | ¨ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
(k) | ¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
CUSIP No. 97717P104 |
Page 9 |
Item 4. | Ownership. |
(a) and (b) | Amount beneficially owned: |
(i) | The General Partner is the general partner of each of RRE Ventures III-A, L.P. and RRE Ventures III, L.P., and may be deemed to beneficially own 2,158,406 shares of Common Stock, which represents approximately 6.77% of the outstanding shares of the Common Stock. |
(ii) | The Cayman LDC is the general partner of the Cayman GP, which is the general partner of RRE Ventures Fund III, L.P., and may be deemed to beneficially own 172,449 shares of Common Stock, which represents approximately 0.54% of the outstanding shares of the Common Stock. |
(iii) | The Cayman GP is the general partner of RRE Ventures Fund III, L.P., and may be deemed to beneficially own 172,449 shares of Common Stock, which represents approximately 0.54% of the outstanding shares of the Common Stock. |
(iv) | RRE Ventures III-A, L.P. directly owns 2,079,490 shares of Common Stock, which represents approximately 6.52% of the outstanding shares of the Common Stock. |
(v) | RRE Ventures III, L.P. directly owns 78,916 shares of Common Stock, which represents approximately 0.25% of the outstanding shares of the Common Stock. |
(vi) | RRE Ventures Fund III, L.P. directly owns 172,449 shares of Common Stock, which represents approximately 0.54% of the outstanding shares of the Common Stock. |
(c) | Number of shares as to which such person has: |
Number of Shares of Common Stock | ||||||||||||||||
Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||
RRE Ventures GP III, LLC |
2,158,406 | -0- | 2,158,406 | -0- | ||||||||||||
RRE Ventures Fund III LDC |
172,449 | -0- | 172,449 | -0- | ||||||||||||
RRE Ventures Fund GP III, L.P. |
172,449 | -0- | 172,449 | -0- | ||||||||||||
RRE Ventures III-A, L.P. |
2,079,490 | -0- | 2,079,490 | -0- | ||||||||||||
RRE Ventures III, L.P. |
78,916 | -0- | 78,916 | -0- | ||||||||||||
RRE Ventures Fund III, L.P. |
172,449 | -0- | 172,449 | -0- |
(i) | Sole power to vote or direct the vote |
(ii) | Shared power to vote or to direct the vote |
(iii) | Sole power to dispose or to direct the disposition of |
(iv) | Shared power to dispose or to direct the disposition of |
The percent of class was calculated based on 31,887,245 shares of common stock issued and outstanding as of September 30, 2012, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2012. |
Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certification. |
Not applicable.
CUSIP No. 97717P104 |
Page 10 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2013
RRE VENTURES GP III, LLC | ||
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES FUND III LDC | ||
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES III-A, L.P. | ||
By: | RRE Ventures GP III, LLC, its general partner | |
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES III, L.P. | ||
By: | RRE Ventures GP III, LLC, its general partner | |
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES FUND GP III, L.P. | ||
By: | RRE Ventures Fund III LDC, its general partner | |
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES FUND III, L.P. | ||
By: | RRE Ventures Fund GP III, L.P., its general partner | |
By: | RRE Ventures Fund III LDC, its general partner | |
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer |
CUSIP No. 97717P104 |
Page 11 |
Exhibit A
Joint Filing Agreement
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: February 13, 2013
RRE VENTURES GP III, LLC | ||
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES FUND III LDC | ||
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES III-A, L.P. | ||
By: | RRE Ventures GP III, LLC, its general partner | |
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES III, L.P. | ||
By: | RRE Ventures GP III, LLC, its general partner | |
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES FUND GP III, L.P. | ||
By: | RRE Ventures Fund III LDC, its general partner | |
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer | |
RRE VENTURES FUND III, L.P. | ||
By: | RRE Ventures Fund GP III, L.P., its general partner | |
By: | RRE Ventures Fund III LDC, its general partner | |
By: | /s/ Will D. Porteous | |
Name: | Will D. Porteous | |
Title: | Chief Operating Officer |